Zemco Manufacturing, Inc. v. Navistar International Transportation Corp.

In 1983 Zemco (plaintiff) signed a written one-year contract to sell parts to Navistar (defendant). Written agreements extended it through 1987, after which the parties orally agreed to keep extending; Navistar bought all its parts requirements from Zemco until 1995, then switched suppliers. Zemco sued for breach. Navistar argued the oral extensions violated the statute of frauds; Zemco argued the time extensions were modifications of a non-definite term that did not need to be in writing. The district court granted Navistar summary judgment, holding the oral renewals failed the statute of frauds.

Whether, when a contract for the sale of goods must be in writing under UCC section 2-201, any modification of that contract must also be in writing to be enforceable.